These Terms of Use must be agreed to by any visitor to GoodShiftTraining.com and/or websites affiliated with Good Shift (collectively the “Website”) and the “Good Shift” application, including all modules, content and materials delivered by such application, and any other application made available in connection with the Website (the “Applications”) (the Website and the Applications together, the “Digital Properties”). These terms govern your access to the Digital Properties and any subscription or membership maintained by you with respect to the Website and/or any other of the Digital Properties.

IF YOU DO NOT AGREE TO THESE TERMS OF USE YOU MUST LEAVE THE WEBSITE AND CEASE USE OF ALL DIGITAL PROPERTIES IMMEDIATELY. BY CLICKING “I ACCEPT THESE TERMS” BELOW AND/OR BY CONTINUING TO USE OR VISIT ANY OF THE DIGITAL PROPERTIES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE AND ANY SUBSEUQENT REVISIONS MADE TO THESE TERMS OF USE BY GOOD SHIFT, LLC. WITHOUT LIMITING THE FOREGOING, YOU REPRESENT THAT YOU ARE 13 YEARS OF AGE OR OLDER AND HAVE READ AND AGREE TO THESE TERMS OF USE AND THE GOOD SHIFT PRIVACY POLICY. THESE TERMS SHALL APPLY EVERY TIME THAT YOU ACCESS OR USE ANY OF THE DIGITAL PROPERTIES, NOTWITHSTANDING THE FACT THAT YOU MAY NOT BE REQUIRED TO CLICK “I ACCEPT THESE TERMS” IN EACH SUCH INSTANCE.

These Terms of Use may be revised, amended and otherwise modified periodically in the sole discretion of Good Shift, LLC (“GS”). The date of the most recent revision is displayed above. GS may, but is not required to, give notice of modifications to these Terms of Use, but in all events all modifications to these Terms of Use shall become effective immediately upon adoption of such modifications by GS. If notice of any modifications to these Terms of Use is provided, such notice may consist only of changing the “Revised” date set forth above. By using or visiting any of the Digital Properties, you agree to visit the Terms of Use periodically and to review any changes that have been made.

You agree that by using the Digital Properties you do not obtain ownership rights in any of the code, Applications, programs, graphics, videos, files or any other aspect of the content or the selection, layout or arrangement thereof, of any of the Digital Properties (collectively “Content”). You acknowledge GS’s intellectual property rights in the Content and agree not to copy, reproduce, modify, transmit, create derivative works from, or otherwise exploit any Content or component of any of the Digital Properties in any medium (or use any framing techniques to display any aspect of the Digital Properties) without the advance written permission of GS. “GoodShift”, “GoodShiftTraining.com” and other names, slogans, and graphics on any of the Digital Properties are state, federal, and/or common law trademarks of GS. Other marks used on the Digital Properties may be the property of GS and/or other companies. Your limited license to use the Digital Properties is not a grant of any interest or license in any trademarks, copyrighted material or other Content appearing on any of the Digital Properties, other than the limited license to use the Digital Properties explicitly set forth in the paragraph below.

GS has created, commissioned or licensed all aspects of the Digital Properties and possesses copyright, trademark and/or other intellectual property rights in the Digital Properties and their contents. You are given a limited, non-exclusive license to use the Digital Properties in accordance with these Terms of Use. The foregoing license may be revoked by GS at any time and for any reason. Any unauthorized use is strictly prohibited. You acknowledge and agree that you may not reproduce any aspect of any of the Digital Properties in any other forum without the advance written permission of GS.

You agree not to attempt to gain unauthorized access to any portion of any of the Digital Properties or to circumvent any of the security features of any of the Digital Properties. You further agree not to take any actions that interfere or could interfere with the operations of the Digital Properties.

If you have been given a password to access a secured area of any of the Digital Properties, you agree to keep your password confidential and agree to notify GS if your account has been compromised. You will be solely responsible for all unauthorized activity that results from your failure to keep your password or other login credentials secure. Further, you are responsible to ensure that any person or entity that you permit to access the Digital Properties complies with all of your obligations under these Terms of Use and any non-compliance shall be deemed a breach of these Terms of Use by you.

If GS believes you have violated these Terms of Use, it may disclose information it has gathered about you if such disclosure will aid in an investigation or complaint related to your use of the Digital Properties. GS may also disclose your personal information if necessary to prevent injury to or interference with the Digital Properties based on your actions or the actions of a third party.

You agree that you are at least 13 years of age and that, if you are under 18 years of age, you have been given permission by a parent or guardian to access the Digital Properties.

The Digital Properties are designed for use by users residing the United States. If you access the Digital Properties from outside the United States, you are solely responsible for complying with all local rules and regulations. Some functionality may not be available outside the United States.

You may not use any of the Digital Properties to break any law. If your actions using the Digital Properties violate these Terms of Use and/or otherwise cause harm to GS or any third party, you hereby agree to indemnify GS, its employees, agents, directors, subsidiaries and affiliates, from any and all claims, allegations, lawsuits, proceedings, losses, and damages including attorneys’ fees.

You agree that you have read the Privacy Policy which is incorporated herein by reference.

If you ever upload or disclose any message, text, feedback, ideas notes, drawings, or material to any of the Digital Properties or post any comments on any of the Digital Properties (collectively “Submitted Items”), you represent and warrant that such Submitted Items: (i) do and will comply with all laws and regulations; (ii) do not and will not contain any obscenities or foul language; (iii) do not and will not infringe on the intellectual property rights of any third parties; (iv) do not and will not defame anyone; (v) do not and will not contain any unlawful, tortious, obscene, vulgar, pornographic, harassing, threatening, abusive, inflammatory, hateful or otherwise objectionable content (vi) do not and will not violate the privacy rights of any person or constitute an unauthorized disclosure of trade secrets or of the confidential information of any person or entity; (vii) do not and will not contain any “computer virus”, “malware” or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware of telecommunications equipment. Unless the prior written consent of GS is obtained in each instance, the Submitted Items do not and will not offer, publish or make available any unsolicited or unauthorized promotions, advertising or solicitations for funds, goods or services, or any junk mail, spam or chain letter. You will not post personally identifiable information associated with anyone under the age of 13. GS has the right, but not the obligation, to review and/or remove any Submitted Items or other user posted material for any reason.

All Submitted Items will be deemed non-proprietary to you and will become the property of GS with no compensation of any kind due to you for any use of the Submitted Items by GS including, without limitation, the reposting or display of such Submitted Items and/or any portions or excerpts thereof. By submitting Submitted Items to GS and/or its affiliates, you acknowledge that GS may use that such Submitted Items and all material contained therein for commercial and non-commercial purposes and you represent and warrant that you have the ability to lawfully grant GS all rights in your Submitted Items and that use of the Submitted Items by GS does not violate the intellectual property or privacy rights of any person or entity or constitute an unauthorized disclosure of trade secrets or of the confidential information of any person or entity.

You represent and warrant that you have the necessary rights to upload or post the content you submit to the Digital Properties and indemnify GS and its agents and affiliates from any harm that may result from your uploading or posting of content and/or any harm to the intellectual property rights of others based on GS’s use of the content or idea.

If you create an account or upload or post any content to any of the Digital Properties, you agree not to misrepresent your identity or your affiliation with any other person or entity or use any information (including, but not limited to an email address) belonging to anyone else. You similarly agree that all information you provide via the Digital Properties shall be accurate.

GS is not responsible for any websites owned by third parties which may be linked to any of the Digital Properties. Any use of such links and/or third-party websites or content contained thereon is at your sole risk.

You agree that GS has no obligation to allow you to use any of the Digital Properties and that your access may be denied at any time for any reason.

These Terms of Use, together with the Privacy Policy constitute the entire agreement between you and GS with regard to your use of the Digital Properties and supersedes any and all other prior written or oral agreements or understandings between you and GS regarding the Digital Properties or any related services and information. GS’s failure to insist on strict compliance with any of these Terms and Conditions is not a waiver of such terms and you agree that such failure shall not inhibit GS’s right to enforce such terms in the future based on laches, estoppel or any other legal doctrine. These Terms of Use shall not be interpreted or construed to confer any rights or remedies on any third parties.

Your use of the Digital Properties is at your own risk. Neither GS nor its owners, authors, or affiliates offer any representations as to the completeness, timeliness, or accuracy of any of the Digital Properties (including, but not limited to, statements made within diaries or other posts) or representations as to the percentage or length of time the Digital Properties will be available for public access. GS has no duty to update or maintain any of the Digital Properties. GS assumes no responsibility, and shall not be liable for, any damages to your computer, telecommunications device, or other property or equipment caused by or arising from your access to, use of, or browsing any of the Digital Properties or your downloading of any materials, from any of the Digital Properties, whether or not the damage is caused by a virus, malicious actions of a third party, ordinary operations, or any other source of harm.

GS DISCLAIMS ANY AND ALL LIABILITY FOR THE DIGITAL PROPERTIES, INCLUDING THE WEBSITE AND ALL APPLICATIONS, ALL TRAINING MODULES AND CONTENT DELIVERED BY THE APPLICATIONS, AND YOUR USE OF OR RELIANCE ON ANY OF THE FOREGOING. THE MATERIALS AND SERVICES PROVIDED IN CONNECTION WITH THE DIGITAL PROPERTIES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. GS DOES NOT REPRESENT THAT YOUR USE OF THE DIGITAL PROPERTIES WILL BE SECURE OR WITHOUT PROBLEMS OR WILL BE UNITERRRUPTED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL GS OR ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, AFFILIATES, SHAREHOLDERS, PARENT COMPANIES, SUCCESSORS, ASSIGNS, VENDORS, OR PARTNERS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, OR INTERRUPTION OF BUSINESS ACTIVITIES) WHETHER OR NOT NOTICE OF THE POSSIBILITY OF SUCH DAMAGES HAS BEEN PROVIDED, AND WHETHER THE CLAIM OR ACTION IS BASED ON CONTRACT, WARRANTY, TORT, OR ANY OTHER LEGAL THEORY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL GS, ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, AFFILIATES, SHAREHOLDERS, PARENT COMPANIES, SUCCESSORS, ASSIGNS, VENDORS, OR PARTNERS BE LIABLE IN ANY MANNER TO ANY PARTY WHATSOEVER WITH RESPECT TO THE PERFORMANCE OF ANY APPLICATION, OR THE RESULTS OF YOUR USE OF ANY APPLICATION OR YOUR USE OF OR RELIANCE ON ANY APPLICATION OR THE MODULES, CONTENT AND/OR MATERIALS PROVIDED THEREBY.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL GS OR ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, AFFILIATES, SHAREHOLDERS, PARENT COMPANIES, SUCCESSORS, ASSIGNS, VENDORS, OR PARTNERS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR DEATH, INJURY, DAMAGE, LOSS OR OTHER LIABILITY THAT RESULTS FROM YOUR ACTUAL OR ALLEGED RELIANCE ON OR IMPLEMENTATION OF ANY KNOWLEDGE, TECHNIQUES, CONCEPTS, TRAINING OR OTHER INFORMATION LEARNED BY YOU DURING THE COURSE OF USE OF THE DIGITAL PROPERTIES. BY USING THE DIGITAL PROPERTIES YOU PROMISE AND COVENANT NOT TO SUE OR ASSERT ANY CLAIM, DEMAND ALLEGATION OR PROCEEDING AGAINST GS OR ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, AFFILIATES, SHAREHOLDERS, PARENT COMPANIES, SUCCESSORS, ASSIGNS, VENDORS, OR PARTNERS FOR ANY LOSS, INJURY OR DAMAGE ARISING OUT OF OR RELATED TO YOUR ACCESS OF THE DIGITAL PROPERTIES, YOUR USE OF THE DIGITAL PROPERTIES OR YOUR ACTUAL OR ALLEGED RELIANCE ON OR IMPLEMENTATION OF ANY KNOWLEDGE, TECHNIQUES, CONCEPTS, TRAINING OR OTHER INFORMATION LEARNED BY YOU DURING THE COURSE OF USE OF THE DIGITAL PROPERTIES.

NOTHING CONTAINED IN ANY OF THE DIGITAL PROPERTIES OR YOUR USE THEREOF CONSTITUTES OR SHALL BE DEEMED TO CONSTITUTE THE PROVISION OF LEGAL ADVICE OR INSURANCE ADVICE, AND BY YOUR USE OF ANY OF THE DIGITAL PROPERTIES YOU EXPRESSLY ACKNOWLEDGE AND AGREE TO THE FOREGOING.

THE TOTAL LIABILITY OF GS AND ITS AFFILIATES FOR ANY DISPUTE RELATED TO THE DIGITAL PROPERTIES OR YOUR MEMBERSHIP WITH GS SHALL NOT EXCEED $100.

THIS DISCLAIMER APPLIES TO ANY DAMAGES, LIABILITY OR INJURIES INCLUDING BUT NOT LIMITED TO THOSE CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, VIRUS, COMMUNICATION FAILURE, THEFT OR DESTRUCTION OF OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE OR ANY OTHER CAUSE OF ACTION, INCLUDING BUT NOT LIMITED TO CLAIMS FOR DEATH, BODILY INJURY AND PROPERTY DAMAGE.

By using or visiting any of the Digital Properties, you explicitly agree to hold harmless GS and its owners, employees, and affiliates from any and all claims, costs, and damages which may arise directly or indirectly from your visit to or use of any of the Digital Properties, or your breach of these Terms of Use including but not limited to anything arising out of or connected to your use of or reliance on any Application or the output provided thereby or your assertion of a claim or demand covered by the covenant not to sue set forth herein.

In the event that you violate these Terms of Use, you agree that GS will be subjected to irreparable harm and is entitled to injunctive relief without the posting of a bond. This remedy is in addition to any other remedy in law or equity. If GS does take legal action against you, you agree to pay all attorneys fees and costs of such action.

These Terms of Use and any disputes related thereto shall be governed by the laws of the State of Iowa and you consent to the state and federal courts of Polk County, Iowa as the exclusive venues for resolving any conflicts related to these Terms of Use, without regard to Iowa’s choice of law provisions. You further consent to personal jurisdiction in the state and federal courts of Iowa and waive any objections related to jurisdiction, venue, and forum non conveniens.

If any of aspect of these Terms of Use is deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining term.

If you believe that any aspect of the Digital Properties infringes on your intellectual property in any way, or you have any questions about these Terms of Use, please notify us immediately at:

Good Shift, LLC
c/o David Nelmark
Belin McCormick, PC
666 Walnut St., Suite 2000
Des Moines, IA 50309